UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE
14A INFORMATION
Proxy
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Soliciting Material
Under Rule 14a-12
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INTERNATIONAL GAME TECHNOLOGY
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(Name
of Registrant as Specified in Its Charter)
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ADER INVESTMENT MANAGEMENT LP
ADER LONG/SHORT FUND LP
DOHA PARTNERS I LP
ADER FUND MANAGEMENT LLC
ADER INVESTMENT MANAGEMENT LLC
JASON N. ADER
RAYMOND J. BROOKS, JR.
CHARLES N. MATHEWSON
DANIEL B. SILVERS
LAURA T. CONOVER-FERCHAK
ANDREW P. NELSON
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On February 21, 2013, Business Insider published an article
relating to the Ader Group’s solicitation of proxies for the election of its director nominees at the 2013 annual meeting
of stockholders of International Game Technology. A copy of such article is attached hereto as Exhibit I and is incorporated herein
by reference.
Important Information
The Ader Group (whose members are identified below) has nominated
Raymond J. Brooks, Jr., Charles N. Mathewson and Daniel B. Silvers (the “Ader Nominees”) as nominees to the board of
directors of International Game Technology (the “Company”) and is soliciting votes for the election of the Ader Nominees
as members of the board. The Ader Group has sent a definitive proxy statement, GOLD proxy card and related proxy materials to stockholders
of the Company seeking their support of the Ader Nominees at the Company’s 2013 Annual Meeting of Stockholders. Stockholders
are urged to read the definitive proxy statement and GOLD proxy card because they contain important information about the Ader
Group, the Ader Nominees, the Company and related matters. Stockholders may obtain a free copy of the definitive proxy statement
and GOLD proxy card and other documents filed by the Ader Group with the Securities and Exchange Commission (“SEC”)
at the SEC’s web site at www.sec.gov. The definitive proxy statement and other related documents filed by the Ader Group
with the SEC may also be obtained free of charge from the Ader Group.
The Ader Group consists of the following persons: Ader Investment
Management LP, Ader Long/Short Fund LP, Doha Partners I LP, Ader Fund Management LLC, Ader Investment Management LLC, Jason N.
Ader, Daniel B. Silvers, Andrew P. Nelson and Laura T. Conover-Ferchak. The members of the Ader Group and the Ader Nominees are
participants in the solicitation from the Company’s stockholders of proxies in favor of the Ader Nominees. Such participants
may have interests in the solicitation, including as a result of holding shares of the Company’s common stock. Information
regarding the participants and their interests may be found in the definitive proxy statement of the Ader Group, filed with the
SEC on January 25, 2013 and first disseminated to stockholders on or about January 28, 2013.
Certain information contained herein constitutes “forward-looking
statements,” which can be identified by the use of forward-looking terminology such as “may,” “will,”
“seek,” “should,” “expect,” “anticipate,” “project,” “estimate,”
“intend,” “continue” or “believe” or the negatives thereof or other variations thereon or comparable
terminology. Such statements are not guarantees of future performance or activities. Due to various risks and uncertainties, actual
events or results or actual performance may differ materially from those reflected or contemplated in such forward-looking statements.
Exhibit I
Brilliant Game Developers At The
Biggest Slot Machine Company In The World Are Walking Away
Linette
Lopez
Feb. 21, 2013, 11:43 AM
A hedge fund manager's proxy battle with the management of IGT, the world's largest casino gaming company, is shining a light on
what's been going on inside the company.
In case you missed it, Jason Ader a
casino industry analyst turned hedge fund manager, owns a significant stake in IGT. He's been agitating to get three seats on the
company's board replaced with his picks — picks he says have more experience in the world of gaming.
Since
Ader
made his intentions known in January,
the company's
stock is
up 10%
, and a who's who of Las Vegas gaming royalty has started picking sides. Steve Wynn, an IGT customer, is backing Ader.
The former Governor of Nevada, Bob Miller, who also sits on IGT's and Wynn's boards, is siding with IGT.
In the meantime, reports of IGT CEO
Patti Hart's management style have made it beyond the
Las Vegas press
and into the mainstream media.
Eric Jackson at Forbes
pointed
out an article in the
Las Vegas Review Journal
about the questions
surrounding a $10 million acquisition IGT neglected to disclose during Hart's tenure (she's been CEO since 2009). The acquisition
was handled by her husband's Silicon Valley investment bank.
Issues like that get to the center
of why Ader wants to see change on IGT's board. He says its stacked with friends of Hart's who aren't paying attention to the company's
capital allocation. And what's worse, they don't know the gaming industry or Las Vegas.
"To her credit she can be very
charming ... very intelligent," a source close to the company told
Business
Insider
.
But employees have been frustrated
by a feeling that while she is flying high, they are seeing cutbacks.
According to one employee who spoke
to
Gambling911
, even the coffee situation at IGT is making people
anxious.
“I recently read a magazine article
in which my CEO, Patti Hart, was featured. The female journalist gushed about the wonderful IGT coffee maker around which Ms. Hart
hangs. As a member of the non-executive team, I can’t recall seeing such a coffee maker in the break rooms or cafeteria.
My break room’s coffee comes in liquid concentrate in frozen cartons. Patti's coffee is freshly ground.
“The coffee maker is a symbol
of what is all wrong at IGT. It just shows how far removed Patti Hart is from daily life at IGT. Patti Hart once told her employees
in a recorded video, ‘It is too expensive and difficult to reclaim market share.’ She also once remarked in an internal
online Q & A , ‘Executives need business class travel, because when they arrive at a destination, they are expected to
hit the ground running and be immediately productive’.
What employees say is really hurting
the company though, is that the creative game developers who are the hardest employees to find are also the one's leaving IGT for
competitors.
Take
Joe
Kaminkow
for instance.
He joined IGT in the late 1990s and
when he left in January 2012, he was the company's vice president of game design. Kaminkow holds over 130 patents in the world
of gaming and made it into the Pinball Hall Of Fame. He fully endorses the return of one of Ader's picks, former IGT CEO Chuck
Mathewson's return to the company.
Kaminkow pointed out that three of
the top developers in the history IGT, himself included, have left the company in the last year as their non-compete clauses were
up. Between them, the developers hold hundreds of patents and Hart "did nothing to stop" their exit.
"Patti may win the war but at
the end of the day she's lost the hearts and minds of the employees and she's not getting them back," Kaminkow told Business
Insider.
Top game developing talent —
which is a marriage of mathematical brilliance, creative spark, and a knowledge of what makes gamblers tick — takes years
to develop.
What that means is for the past year
IGT's games have suffered, and industry folk say this year's crop of games aren't as good as the last. Still, the company has scored
some big one-time deals in Canada and Illinois that should help them through 2013. That has led employees inside the firm to think
of 2014 as the company's own 'fiscal cliff.'
IGT has yet to respond to repeated
requests for comment.
Hart has blocked Ader's website about
the proxy battle,
rescueigt.com
, for employees.
"They (employees) feel like a
child with an alcoholic parent. They never know when they're going to get beaten or hugged," said a source who requested not
to be identified.
They'll know more on March 5th. That's
when IGT shareholders will get to vote on who joins/remains on the board.
Before that, ISS, an advisory board
for mutual funds, recommended that the shareholders appoint one of Ader's nominees to the board — Daniel Silvers, President
and managing member of Ader's hedge fund.
At the same time, however, it also
recommended that shareholders "vote gold", which is Ader's plan for the company.
“In the company’s continuing
difficulties in redressing the weakness of its core business segments, the uncertainty about the potential of the online diversification
efforts, and the sustained shareholder doubt reflected in IGT’s persistent stock underperformance, the dissidents have demonstrated
a compelling case for a greater shareholder perspective on the board," said ISS.
This is an important decision to watch,
as shareholders tend to vote with ISS recommendations,
according to
academic research from Wake Forest and Vanderbilt.
It's a confusing finding, and that
lack of clarity may not make the Vegas powers-that-be happy though (it certainly doesn't make IGT happy). Steve Wynn was pushing
for his friend Mathewson to join the board.
Let's see if Wynn is willing to take
that loss.
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